Page 4 of 5 – SEC Filing Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.03 per share (the “Common Stock”), of Carmike Cinemas, Inc. (the “Company”), a company existing under the laws of Delaware. The principal executive offices of the Company are located at 1301 First Avenue, Columbus, Georgia 31901-2109, telephone (706) 576-3400.
Item 2. Identity and Background
(a) The Reporting Persons are Driehaus Capital Management LLC (“DCM”) and Driehaus Active Income Fund (ticker symbol LCMAX). DCM is a Delaware limited liability company and a registered investment adviser. The executive officers of DCM are Richard H. Driehaus (Chairman), Robert Gordon (President and Chief Executive Officer), Michelle Cahoon (Managing Director, Treasurer and Chief Financial Officer), Janet McWilliams (Managing Director and General Counsel), Stephen Weber (Managing Director, Sales and Relationship Management), Carla Dawson (Managing Director, Human Resources), Thomas Seftenberg (Managing Director, Relationship Management and Marketing), Michael Shoemaker (Chief Compliance Officer), Kenneth Nelson (Managing Director and Portfolio Manager), Maximilian Heitner (Managing Director, Risk Management and Research) and Daniel Rea (Managing Director, Research). DCM does not have a board of directors. The entity controlling DCM is Driehaus Capital Holdings LLLP, a Delaware limited liability limited partnership. Although the instructions to this filing do not require disclosure of information regarding LCMAX’s officers and directors, this information is available in LCMAX’s prospectus and statement of additional information, available at www.driehaus.com.
(b) The address of the principal office of DCM, its controlling entity listed above and its officers listed above is 25 East Erie Street, Chicago, IL 60611. The principal office of LCMAX is 25 East Erie Street, Chicago, IL 60611.
(c) DCM is a registered investment adviser. LCMAX is a series of Driehaus Mutual Funds, an open-end investment company formed in Delaware, and is managed by DCM. The occupations of DCM’s executive officers are noted in “a” above.
(d) During the last five years, the Reporting Persons, controlling entity and executive officers have not been convicted in a criminal proceeding.
(e) During the last five years, the Reporting Persons, controlling entity and executive officers have not been party to a civil proceeding as described in Item 2(e) of Schedule 13D .
(f) All executive officers are US citizens.
Item 3.
Source
and Amount of Funds or Other Consideration
To acquire the Common Stock, LCMAX and two other registered investment companies advised by DCM used funds totaling $53,648,270.01, inclusive of brokerage commissions. One registered investment company (other than LCMAX) advised by DCM also used funds totaling $156,562.70, inclusive of brokerage commissions, to purchase CKEC call option contracts.
Item 4.
Purpose
of Transaction
The securities covered by this statement were acquired because the Reporting Persons believe that shares are undervalued. The Reporting Persons believe that such value can be unlocked by exercising their voting rights with respect to the pending transaction with AMC Entertainment Holdings, Inc. (AMC) and/or exercising their statutory right to appraisal.
(a) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company.
(b) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries.
(c) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a sale or transfer of a material amount of assets of the Company or any of its subsidiaries.
(d) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any material change in the present capitalization or dividend policy of the Company.
(f) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any other material change in the Company’s business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940.
(g) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in changes in the Company’s certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person.
(h) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
(i) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.
(j) As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any action similar to any of those enumerated above.
Item 5.
Interest
in Securities of the Issuer
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto.
(b) The number of shares to which each Reporting Person has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition is stated in Items 7-10 on the cover pages hereto.
(c) The transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons are described below. The transactions were effected by DCM as the investment adviser on behalf of LCMAX and two registered investment companies which are series of Driehaus Mutual Funds. One of the registered investment companies (other than LCMAX) advised by DCM also holds CKEC 9/16/16 call option contracts with a strike price of $30. All purchases were effected in the open market.
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit
3/15/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/16/2016
3/17/2016
3/17/2016
3/17/2016
3/17/2016
3/17/2016
3/17/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/18/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/21/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/22/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
3/23/2016
5,800
4,571
9,143
12,143
12,143
62,000
1,828
3,657
4,857
4,857
24,801
18,700
25,000
59,141
18,700
25,000
59,141
146
51,268
73,239
135,347
54
18,732
26,761
49,453
1500 contracts [9/16/16 Call Option @$30]
98 contracts [9/16/16 Call Option @$30]
5,100
37,212
47,040
121,163
1,700
12,404
15,680
40,388
1,700
12,404
15,680
40,388
53 contracts [9/16/16 Call Option @$30]
9,513
16,260
33,170
36,524
56,748
70,315
919
1,572
3,207
3,531
5,486
6,797
1,268
2,168
4,423
4,870
7,566
9,375
958
6,254
8,712
11,674
19,178
60,854
70,169
96,617
138,909
142
924
1,288
1,726
2,835
8,996
10,372
14,283
20,534
29.51
29.47
29.53
29.51
29.53
29.70
29.47
29.53
29.51
29.53
29.70
29.51
29.70
29.62
29.51
29.70
29.62
29.63
29.70
29.59
29.69
29.63
29.70
29.59
29.69
0.95 per underlying share
0.8 per underlying share
29.53
29.58
29.60
29.60
29.53
29.58
29.60
29.60
29.53
29.58
29.60
29.60
0.85 per underlying share
29.66
29.69
29.65
29.72
29.68
29.66
29.66
29.69
29.65
29.72
29.68
29.66
29.66
29.69
29.65
29.72
29.68
29.66
29.71
29.70
29.70
29.91
29.92
29.90
30.05
29.64
29.86
29.71
29.70
29.70
29.91
29.92
29.90
30.05
29.64
29.86
(d) In addition to LCMAX, two other investment companies which are series of Driehaus Mutual Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the securities covered by this statement. LCMAX has the right and power with respect to more than 5% of the shares of Common Stock.
(e) Not applicable.
Item 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
One of the registered investment companies (other than LCMAX) advised by DCM also holds 1,651 CKEC 9/16/16 call option contracts with a strike price of $30 (as shown in Item 5c).
Except as otherwise described herein, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the controller or executive officers has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Company.
Item 7.
Material
to Be Filed as Exhibits
Exhibit 1. Statement from DCM regarding the acquisition of Carmike Cinemas, Inc.
Exhibit 2. Joint Filing Agreement
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| Item 1. | Security and Issuer |
| | | This statement relates to the Common Stock, par value $0.03 per share (the “Common Stock”), of Carmike Cinemas, Inc. (the “Company”), a company existing under the laws of Delaware. The principal executive offices of the Company are located at 1301 First Avenue, Columbus, Georgia 31901-2109, telephone (706) 576-3400. |
| Item 2. | Identity and Background |
| | (a) | The Reporting Persons are Driehaus Capital Management LLC (“DCM”) and Driehaus Active Income Fund (ticker symbol LCMAX). DCM is a Delaware limited liability company and a registered investment adviser. The executive officers of DCM are Richard H. Driehaus (Chairman), Robert Gordon (President and Chief Executive Officer), Michelle Cahoon (Managing Director, Treasurer and Chief Financial Officer), Janet McWilliams (Managing Director and General Counsel), Stephen Weber (Managing Director, Sales and Relationship Management), Carla Dawson (Managing Director, Human Resources), Thomas Seftenberg (Managing Director, Relationship Management and Marketing), Michael Shoemaker (Chief Compliance Officer), Kenneth Nelson (Managing Director and Portfolio Manager), Maximilian Heitner (Managing Director, Risk Management and Research) and Daniel Rea (Managing Director, Research). DCM does not have a board of directors. The entity controlling DCM is Driehaus Capital Holdings LLLP, a Delaware limited liability limited partnership. Although the instructions to this filing do not require disclosure of information regarding LCMAX’s officers and directors, this information is available in LCMAX’s prospectus and statement of additional information, available at www.driehaus.com. |
| | (b) | The address of the principal office of DCM, its controlling entity listed above and its officers listed above is 25 East Erie Street, Chicago, IL 60611. The principal office of LCMAX is 25 East Erie Street, Chicago, IL 60611. |
| | (c) | DCM is a registered investment adviser. LCMAX is a series of Driehaus Mutual Funds, an open-end investment company formed in Delaware, and is managed by DCM. The occupations of DCM’s executive officers are noted in “a” above. |
| | (d) | During the last five years, the Reporting Persons, controlling entity and executive officers have not been convicted in a criminal proceeding. |
| | (e) | During the last five years, the Reporting Persons, controlling entity and executive officers have not been party to a civil proceeding as described in Item 2(e) of Schedule 13D . |
| | (f) | All executive officers are US citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | | To acquire the Common Stock, LCMAX and two other registered investment companies advised by DCM used funds totaling $53,648,270.01, inclusive of brokerage commissions. One registered investment company (other than LCMAX) advised by DCM also used funds totaling $156,562.70, inclusive of brokerage commissions, to purchase CKEC call option contracts. |
| Item 4. | Purpose of Transaction |
| | The securities covered by this statement were acquired because the Reporting Persons believe that shares are undervalued. The Reporting Persons believe that such value can be unlocked by exercising their voting rights with respect to the pending transaction with AMC Entertainment Holdings, Inc. (AMC) and/or exercising their statutory right to appraisal. |
| | (a) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company. |
| | (b) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries. |
| | (c) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a sale or transfer of a material amount of assets of the Company or any of its subsidiaries. |
| | (d) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. |
| | (e) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any material change in the present capitalization or dividend policy of the Company. |
| | (f) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any other material change in the Company’s business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940. |
| | (g) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in changes in the Company’s certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person. |
| | (h) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. |
| | (i) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. |
| | (j) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| | (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto. |
| | (b) | The number of shares to which each Reporting Person has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition is stated in Items 7-10 on the cover pages hereto. |
| | (c) | The transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons are described below. The transactions were effected by DCM as the investment adviser on behalf of LCMAX and two registered investment companies which are series of Driehaus Mutual Funds. One of the registered investment companies (other than LCMAX) advised by DCM also holds CKEC 9/16/16 call option contracts with a strike price of $30. All purchases were effected in the open market. |
| | | Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| | | 3/15/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 | 5,800 4,571 9,143 12,143 12,143 62,000 1,828 3,657 4,857 4,857 24,801 18,700 25,000 59,141 18,700 25,000 59,141 146 51,268 73,239 135,347 54 18,732 26,761 49,453 1500 contracts [9/16/16 Call Option @$30] 98 contracts [9/16/16 Call Option @$30] 5,100 37,212 47,040 121,163 1,700 12,404 15,680 40,388 1,700 12,404 15,680 40,388 53 contracts [9/16/16 Call Option @$30] 9,513 16,260 33,170 36,524 56,748 70,315 919 1,572 3,207 3,531 5,486 6,797 1,268 2,168 4,423 4,870 7,566 9,375 958 6,254 8,712 11,674 19,178 60,854 70,169 96,617 138,909 142 924 1,288 1,726 2,835 8,996 10,372 14,283 20,534 | 29.51 29.47 29.53 29.51 29.53 29.70 29.47 29.53 29.51 29.53 29.70 29.51 29.70 29.62 29.51 29.70 29.62 29.63 29.70 29.59 29.69 29.63 29.70 29.59 29.69 0.95 per underlying share 0.8 per underlying share 29.53 29.58 29.60 29.60 29.53 29.58 29.60 29.60 29.53 29.58 29.60 29.60 0.85 per underlying share 29.66 29.69 29.65 29.72 29.68 29.66 29.66 29.69 29.65 29.72 29.68 29.66 29.66 29.69 29.65 29.72 29.68 29.66 29.71 29.70 29.70 29.91 29.92 29.90 30.05 29.64 29.86 29.71 29.70 29.70 29.91 29.92 29.90 30.05 29.64 29.86 |
| | |
| | (d) | In addition to LCMAX, two other investment companies which are series of Driehaus Mutual Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the securities covered by this statement. LCMAX has the right and power with respect to more than 5% of the shares of Common Stock. |
| | (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| | | One of the registered investment companies (other than LCMAX) advised by DCM also holds 1,651 CKEC 9/16/16 call option contracts with a strike price of $30 (as shown in Item 5c). Except as otherwise described herein, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the controller or executive officers has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Company. |
| Item 7. | Material to Be Filed as Exhibits |
| | | Exhibit 1. Statement from DCM regarding the acquisition of Carmike Cinemas, Inc. Exhibit 2. Joint Filing Agreement |
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